Thomas Siebel Reports RSU Settlement and Transfers; Large Indirect Holdings Disclosed
Rhea-AI Filing Summary
Thomas M. Siebel, Executive Chairman of C3.ai (AI), reported changes in his holdings from transactions between 09/01/2025 and 09/03/2025. 32,736 Restricted Stock Units vested and were settled into Class A common shares. To satisfy tax withholding on the vesting, 17,200 shares were automatically withheld and sold at a weighted-average price of $16.49. Subsequently, 15,536 shares were reclassified/transferred into various entities he controls or is trustee/co-trustee of, creating substantial indirect beneficial ownership positions, including 2,989,108 shares held by The Siebel Living Trust. Following these transactions, the filing reports 163,682 shares beneficially owned directly. The RSUs vest in equal quarterly installments (1/12th) beginning December 1, 2023, provided continued service.
Positive
- Transparent disclosure of RSU vesting, withholding sale, and transfers to trusts and affiliated entities
- Substantial indirect ownership disclosed (e.g., 2,989,108 shares held by The Siebel Living Trust), clarifying control interests
- Routine tax-withholding sale executed via issuer mechanisms, indicating orderly handling of compensation tax obligations
Negative
- Insider sale of 17,200 shares (weighted-average price $16.49) reduced direct holdings, though the sale was for tax withholding
- Concentration of ownership through trusts and affiliated entities may raise governance questions about voting concentration
Insights
TL;DR: Routine RSU settlement with tax-withholding sale and transfers to related trusts; notable large indirect holdings under trustee control.
The Form 4 documents standard equity compensation mechanics: RSU vesting, automatic share withholding and sale to satisfy tax obligations, and transfers into related private vehicles and trusts. These transfers create significant indirect ownership concentrations, which are disclosed transparently. From a governance perspective, the transactions are routine but underscore continued concentrated insider ownership through trusts and affiliated entities, which can influence control and voting structure.
TL;DR: Insider sold a small portion of newly vested shares to cover taxes; overall position remains large and largely held indirectly.
The sale of 17,200 shares at a weighted-average $16.49 appears solely to cover tax withholding from RSU vesting. The settled RSUs totaled 32,736, and post-transaction direct beneficial ownership is reported at 163,682 shares while indirect holdings include multiple entity positions, notably 2,989,108 shares. These figures are factual disclosures of ownership shifts rather than operational signals about company performance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock | 15,536 | $0.00 | -- |
| Gift | Class A Common Stock | 15,536 | $0.00 | -- |
| Sale | Class A Common Stock | 17,200 | $16.49 | $284K |
| Exercise | Restricted Stock Units | 32,736 | $0.00 | -- |
| Exercise | Class A Common Stock | 32,736 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Pursuant to the Issuer's policies and practice, these shares of Class A Common Stock were automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs reported herein. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $16.45 to $16.54, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee. 1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.
